ITERABLE AI TERMS OF USE

Version : 1. 06. 2023

These Iterable AI Terms of Use (“AI Terms of Use”) are incorporated into, and form part of, the Master Services Agreement (“Agreement”) or other written or electronic agreement between Iterable, Inc. (“Iterable”) and Party, (“Customer”). The AI Terms of Use apply to Customers use of either or both of the following Iterable AI services (“Iterable AI”): Iterable’s “Next Best Alternative” and “Iterable Assist” . For the purposes of this AI Terms of Use and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates, and Customer accepts responsibility for ensuring its Authorized Affiliates’ compliance with these AI Terms of Use. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. Iterable reserves the right to update these terms from time to time

1. Integration of third-party AI and terms

1.1. Customer acknowledges that Iterable AI integrates third-party AI functionality that is provided by OpenAI, L.L.C., and that Customer must not use Iterable AI in any way that would cause Iterable to breach the terms Iterable has agreed with OpenAI for this third-party AI functionality.

1.2. Accordingly, Iterable and Customer agree that these Iterable AI Terms of Use incorporate the OpenAI Terms of use located at https://openai.com/policies/terms-of-us (“OpenAI Terms”) by reference, and that the incorporated OpenAI Terms will apply as between Iterable and Customer on a mutatis mutandis basis with respect to Customer’s use of Iterable AI subject to the following modifications:

1.2.1. only the following specific clauses from the OpenAI Terms are incorporated into these AI Terms of Use: Clauses 2, 3(a), 3(b), 3(d), 5, 6 and (with respect to Customer’s use of Iterable AI only) 7.

1.2.2. references to “OpenAI”, “OpenAI, L.L.C.”, “we”, “us” or “our” shall be read as references to Iterable;

1.2.3. references to “you” and “your” shall be read as references to Customer;

1.2.4. references to the “Services” and the “API” shall be read as references to Iterable AI;

1.2.5. with respect to Clause 3(c) of the incorporated OpenAI Terms, Iterable warrants that it has instructed OpenAI not to use any Content (as defined in the incorporated OpenAI Terms) provided or received by the Customer through Iterable AI to develop or improve OpenAI’s services;

1.2.6. any notices or communications that either party is required or entitled to send to the other must be sent in accordance with, and to the email or physical mail addresses indicated in, Iterable’s Master Services Agreement (and not, in the case of Customer, to OpenAI); and

1.2.7. In the event of any conflict between the OpenAI Terms as incorporated into (and modified by) these Iterable Terms of Use, the Iterable Terms of Use and the Iterable Master Services Agreement, the following order of precedence shall apply: the OpenAI Terms as incorporated into (and modified by) these Iterable AI Terms of Use, the Iterable Terms of Service and the Iterable Master Services Agreement.

1.3. Customer acknowledges and agrees that it must use Iterable AI in any way which will violate OpenAI’s Usage Policies (at https://openai.com/policies/usage-policies) or Sharing and Publication Policy (at https://openai.com/policies/sharing-publication-policy).

2. Restrictions in Use

2.1. The Customer acknowledges and agrees that it is authorized to use Iterable AI only for the purpose of generating textual content for use within the subject line and/or message body of marketing or transactional campaigns. In doing so, the Customer agrees that it must comply with all restrictions under the Iterable Acceptable Use Policy and Iterable Anti Spam Policy.

2.2. The Customer further acknowledges and agrees that it must not use Iterable AI for the purpose of generating content for use within email communications relating to any of the following interests, sectors or industries: political campaigns and/or lobbying or by political agencies, multi-level marketing, gambling, payday lending, adult industries and/or adult content.

2.3. The Customer further acknowledges and agrees that it must not enter or submit to Iterable AI, nor use (or attempt to use) Iterable AI to generate:

2.3.1. any information that falls within the scope of “personal data” or “personal information” (or any analogous term), as those terms under applicable data protection laws;

2.3.2. any information relating to individuals under the age of 18;.

2.3.3. any health information (whether physical, mental or otherwise) relating to any individual. Iterable AI is not HIPAA compliant.

2.4. The Customer further acknowledges and agrees that it must not reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Iterable AI (except to the extent such restrictions are contrary to applicable law).

3. Content generated by Iterable AI

3.1. Customer acknowledges and agrees that Content it generates using Iterable AI is not guaranteed to be accurate, reliable, safe, beneficial or non-offensive, due to the rapidly evolving nature of machine learning and artificial intelligence as fields of study. The Customer agrees that it will evaluate the accuracy of any content it generates using Iterable AI to determine whether it is appropriate for the Customer’s use case, including by using human review.

4. Except where expressly stated, Iterable AI is not supported or subject to any Service Legal Agreements that have been (or may be) agreed between the parties.